To the shareholders of TTS Marine ASA NOTICE ... - TTS Group ASA

To the shareholders of TTS Marine ASA 

NOTICE OF ANNUAL GENERAL MEETING 

The Annual General Meeting of TTS Marine ASA will be held on Thursday, 22 May 

2008 at 2:00 p.m. in the company’s offices at Laksevågneset 12, Bergen. 

The following items are on the agenda: 

1. Election of one person to chair the meeting and one person to take the minutes 

of the meeting. 

2. Approval of the agenda and meeting notice. 

3. Election of a person to co-sign the minutes with the chairperson. 

4. Approval of the company's annual report and directors’ report for 2007, including 

the allocation of profits: 

- Presentation and approval of the annual accounts for TTS Marine ASA and 

the TTS Group. 

- Review and approval of the directors' report. 

- Review of the auditor's report. 

- Allocation of the annual profits for TTS Marine ASA. The board proposes the 

following allocation of the annual profits: 

- Allocated to dividend NOK 32,172,849 

Allocated to other reserves NOK 18,394,465 

Total allocations NOK 50,567,314 

- The Board of directors proposes that a dividend of NOK 1.25 per share is 

paid for the accounting year 2007. The share is noted without right to 

dividend 23 May 2008. 

5. Adoption of the directors’, nominating committee’s and auditor’s fees (the 

proposal is enclosed in Appendix 1). 

6. Proposal to authorize the Board of directors to increase the share capital by 

issuing shares (the proposal is enclosed in Appendix 2A). 

7. Proposal to authorize the Board of directors to increase the share capital by 

issuing shares to leading employees (the proposal is enclosed in Appendix 2B). 

8. Proposal to authorize the Board of directors to acquire the company’s own 

shares (the proposal is enclosed in Appendix 2C). 

9. Review of the Board of director’s principles for adoption of remuneration and 

other benefits for executive management in the company (the proposal is 

enclosed in Appendix 3) 

13.003-TTSMA051.DOC 1

10. Amendment of articles of association (the Board’s proposal is enclosed in 

Appendix 4) 

11. Proposal for reclassification of the share premium reserve (the Board’s proposal 

is enclosed in Appendix 5) 

12. Election of members to the Board of directors (the proposal is enclosed in 

Appendix 6). 

13. Election of members to the Nomination Committee (the proposal is enclosed 

in Appendix 7) 

The company’s annual accounts and directors’ report for 2007 are enclosed. After the 

general meeting there will also be a short presentation of the results for the 1 st quarter 

2008. 

Shareholders who wish to meet by proxy must fill out and send in the enclosed proxy form. 

Proxies may be granted to the Chairman of the Board Nils O Aardal, or President & CEO 

Johannes D. Neteland or anyone else the shareholders may wish to grant a proxy to. The 

Annual General meeting will be declared opened by Chairman Nils O. Aardal. The Board 

also requests that those who wish to participate in the general meeting give notice by 

sending in the enclosed form by 21 May 2008. 

Bergen, 30 April 2008 

TTS Marine ASA 

Board of Directors 


APPENDIX 1 

PROPOSED DIRECTORS’, NOMINATION COMMITTEE AND AUDITOR’S FEES 

Remuneration of the auditor 

The Board proposes NOK 501,000 as remuneration of the auditor for TTS Marine ASA 

for the accounting year 2007. 

Remuneration of the Board of Directors – recommendation from the Nomination 

committee 

TTS Marine ASA’s nomination committee has the following members: 

Bjørn Olafsson, Chairman 

Harald Espedal 

Bjørn Sjaastad 

The committee has held two meetings, and in addition to the meetings had several 

conference calls. Parts of one meeting was dedicated for private conversations with 

Chairman of the board, as well as President & CEO. 

The committee has evaluated the work of the board of directors and the board of 

directors’ evaluation of its own work. 

The nomination committee has talked to company’s major shareholders. 

In connection with TTS Marine ASA’ Annual General Meeting 22 May 2008, the 

nomination committee unanimously proposes as follows: 

The nomination committee proposes remuneration of the Board of Directors, including 

remuneration for committee work. 

Chairman NOK 275,000 

Directors, shareholder elected NOK 175,000 (for each of the 3 directors) 

Directors, employee elected NOK 87,500 (for each of the 2 directors) 

Audit committee, chairman NOK 70,000 

Audit committee NOK 30,000 (1 member) 

Proposed remuneration has been increased by NOK 25,000 for chairman and 

shareholder elected members compared to proposed and approved 

remuneration at the Annual general Meeting of 2006. For employee elected 

members proposed remuneration has been increased from NOK 75,000 to NOK 

87,500. The proposal is in accordance with former adopted principle, stating 

that the employee elected member’s remuneration shall be 50 per cent of 

shareholder elected members remuneration. The better remuneration to chairman 

of the board and chairmen of the committees than other members is based on the 

additional work load these commissions entail. 

The proposed remunerations applies from Annual General Meeting of 2007 (24 May 

2007) till Annual General Meeting of 2008 (22 May 2008). 


Chairman of the Board of Directors has informed the nomination committee that the 

compensation committee has been phased out as of 2007. Thus, subjects previous 

handled by the compensation committee is now being handled by the Board of 

Directors. 

Remuneration of the Nomination committee – proposal from the Board of 

Directors 

The TTS Marine ASA’s Board of Directors proposes remuneration of the Nomination 

Committee as follows: 

Chairman NOK 40,000 

Members of the committee NOK 25,000 

Including chairman and two members the proposal sums up to a total of NOK 90.000 

which apply from the ordinary annual general meeting of 2007 (24 May 2007) until this 

year’s ordinary annual general meeting (22 May 2008). Compared to previous years 

the proposed remuneration has been increased by NOK 10,000 for the chairman and 

NOK 5,000 for the members. 


APPENDIX 2A 

PROPOSAL TO AUTHORIZE THE BOARD OF TTS MARINE ASA TO INCREASE 

THE SHARE CAPITAL 

The existing authority to increase the share capital expires at the annual general 

meeting in 2008. The Board therefore proposes that a new authority be established 

with the same content as the previous authority. 

The Board of directors finds that it is desirable to be able to increase the company's 

share capital in order to develop the company further and/or take over other business 

operations or assets. In order to be able to quickly take advantage of good business 

opportunities, the Board wants the authority to issue new shares without having to call 

an extraordinary general meeting in each case. Since the authority is granted, inter 

alia, for the purpose of taking over other business operations, the authority must also 

encompass the right to waive the shareholders' pre-emptive rights pursuant to Section 

10-4 of the Norwegian Public Limited Companies Act, cf. Section 10-5. 

The Board of directors proposes accordingly that the general meeting adopt the 

following resolution: 

1. Pursuant to Section 10-14 of the Norwegian Public Limited Companies Act, the 

Board of directors shall be granted the authority to increase the company's share 

capital by a maximum of NOK 2,000,000 through the issuance of 4,000,000 new 

shares, each with a nominal value of NOK 0.50. 

2. The share capital increase may be effected by cash payment or contributions in 

assets other than money, and the authority encompasses the right to subject the 

company to special obligations. The share capital increase may take place, for 

example, in the form of taking over other business operations or assets. The 

authority encompasses merger resolutions pursuant to Section 13-5, including 

mergers with subsidiaries against settlement in shares of the parent company. 

3. The share capital increase may be effected by one or more private placements. 

The authority means that the company's Board of directors is granted authority to 

set the date and determine the subscription price for new shares. 

4. The Board of directors may decide to waive the shareholders' pre-emptive rights to 

subscribe for shares in connection with its resolution, cf. Section 10-4 of the 

Norwegian Public Limited Companies Act, cf. Section 10-5. 

5. The Board of directors is granted the authority to make any changes to the articles 

of association that are necessary in connection with the aforementioned share 

capital increases. 

6. This authority is valid until 30 June 2009. This authority will replace the 

corresponding and identical authority granted by the general meeting of 24 May 

2007. 

7. This resolution shall be reported immediately to the Register of Business 

Enterprises, cf. Section 10-16 of the Norwegian Public Limited Companies Act. 


APPENDIX 2B 

PROPOSAL TO AUTHORISE THE BOARD OF TTS MARINE ASA TO INCREASE 

THE SHARE CAPITAL IN FAVOUR OF THE COMPANY’S LEADING EMPLOYEES 

The Board of directors believes that it is desirable that the company's leading 

employees participate in the company's economic development through the ownership 

of shares. The Board of directors aims, therefore, to continue the options scheme for 

the company's leading employees, which was first employed in 1998. The Board of 

directors proposes that the options scheme be effected in accordance with the 

principles in Section 10-14 of the Norwegian Public Limited Companies Act, where the 

first step is to grant the Board of directors the authority to increase the share capital. 

The proposal to grant the Board of director’s authority is based on a duration of two 

years, which is the maximum duration for such authority pursuant to the Norwegian 

Public Limited Companies Act. Due to the fact that the authority is granted to issue 

shares to leading employees, the authority must also encompass the right to waive the 

shareholders' pre-emptive rights. 

Further guidelines for exercising the share option programme will be 

handled and approved in subject 9 (appendix 3). 

Based on this the Board of directors proposes that the general meeting adopt the 

following resolution: 


Board of directors shall be granted the authority to increase the company's share 

capital by a maximum of NOK 210,000 through the issuance of 420,000 new 

shares, each with a nominal value of NOK 0.50. 

2. The share capital increase shall be effected by cash payment and does thus not 

encompass share capital increases by merger. 

3. The share capital increase may be effected by one or more resolutions to issue 

shares to the company's leading employees. The authority means that the 

company's Board of directors is granted authority to determine the specific terms 

and conditions for the subscription of shares, which includes the authority to set the 

date and subscription price for new shares and determine which employees shall 

be allowed to subscribe for shares in the company. 

4. The shareholders pre-emptive rights to subscribe for shares pursuant to Section 

10-14 of the Norwegian Public Limited Companies Act, cf. Section10-15, may be 

waived. 

5. The Board of directors is granted the authority to make any changes to the articles 

of association concerning the share capital that are necessary as a result of the 

new share issues. 

6. This authority will remain in effect for two years from the adoption of the resolution 

by the general meeting. 


Enterprises, cf. Section 10-16 of the Norwegian Public Limited Companies Act. 

8. This authority is in addition to any prior authority granted by the Board of directors 

to increase the share capital in favour of the company's leading employees. 


APPENDIX 2C 

PROPOSAL TO AUTHORIZE THE BOARD OF TTS MARINE ASA TO ACQUIRE 

THE COMPANY’S OWN SHARES 

The Board of directors proposes that the general meeting grant the Board of directors’ 

authority to purchase the company's own shares: 


Board of directors is granted authority to purchase the company's own shares for 

a maximum total nominal value of NOK 150,000, which corresponds to 1.2 % of 

the company's share capital as of 10 April 2008. 

2. The Board of directors has the authority to pay a minimum of NOK 1 and a 

maximum of NOK 150 for each share that is purchased pursuant to this authority. 

3. The Board is free to elect the methods to be used for the acquisition and sale of 

the company's own shares. 

4. This authority is valid from 22 May 2008 to 30 June 2009 and replaces the 

authority granted by the general meeting of 24 May 2007. 


Enterprises, cf. Section 9-4 (4) of the Norwegian Public Limited Companies Act. 


APPENDIX 3 

REVIEW OF THE BOARD OF DIRECTOR’S PRINCIPLES REGARDING 

STIPULATION OF REMUNERATION AND OTHER BENEFITS FOR EXECUTIVE 

MANAGEMENT IN THE COMPANY. 

Introduction 

Pursuant to the new provision to Section 10-16a, cf. Section 5-6, third paragraph of the 

Norwegian Public Limited Companies Act, the Annual General Meeting shall review the 

Board of Directors’ statement regarding stipulation of remuneration and other benefits 

of executive management for the coming accounting year. 

Statement of principles for stipulation of remuneration 

An advisory vote will be held concerning the Board’s guidelines regarding stipulation of 

remuneration of executive management, while the Annual General Meeting must 

approve a possible continuance of the share option program. Ref. item 7. 

Principles regarding stipulation of remuneration and other benefits for executive 

management 

The remuneration policy of TTS Marine ASA is based on offering the group 

management competitive conditions. The level of remuneration shall reflect that the 

company is a listed company focusing internationally. 

The annual remuneration is based on the group management taking part in the 

company’s results, and in the added value for the shareholders through increased 

company value. 

Remuneration consists of three main components; base salary, bonus and a share 

option program. 

Bonus is determined on the basis of target results. In certain circumstances where 

change and development are on a decisive nature, the bonus is further based on 

specific development targets. Bonus targets are revisited annually. The maximum 

bonus is one year’s base salary for the President & CEO, and up to 50 percent for 

other executives. 

Since 1998 a share option program has been active for the group management of TTS; 

the goal being that the group management shall have the same incentive as the 

shareholders in respect of increasing company value over time. The Annual General 

Meeting has each year given the Board authority to establish share option programs 

with a two year term. Redemption price equals market price on allotment. First exercise 

is 50% after reporting Q1 results the following year. Thereafter 12.5% per quarter (after 

reporting quarterly results), in addition to share options that have not been previously 

exercised. Share options may not be exercised subsequent to the second anniversary. 


The group pension scheme in Norway is based on approximately 65 percent of base 

salary at the age of 67, limited to a maximum of 12G, except from Sense EDM that has 

a contribution pension. For employees abroad, the schemes prevailing in the 

respective companies where they are employed apply. 

The period of notice is 6 months with a severance pay from 6 to 24 months, period of 

notice inclusive. 

The share option program is conditional upon the Annual General Meeting’s approval, 

based on the Board being granted authority to make such allotments. The President 

and CEO’s remuneration is determined by the Board of TTS Marine ASA. With respect 

to other executives, their remuneration is determined by the boards of the respective 

subsidiaries / President & CEO. 

Proposal to Resolution 

The Board proposes that the Annual General Meeting support the principles mentioned 

above and approves the section of the statement regarding share option program for 

leading executives 


APPENDIX 4 

AMENDMENT OF ARTICLES OF ASSOCIATION 

In accordance wit Article 3 is: 

The company’s purpose is to engage in industrial activities related to marine 

equipment, shipyard systems and port terminal systems, and any related activities, as 

well as participation in or acquisition of other businesses. 

In order to better clarify the company’s purpose, the Board of Directors will propose to 

the Annual General Meeting on 22 May 2008 an amendment of article 3 to: 

The company’s purpose is to engage in industrial activities related to ship building, oil 

and gas production and port activities, and any related activities, as well as 

participation in or acquisition of other businesses. 

APPENDIX 5 

PROPOSAL FOR RECLASSIFICATION OF THE SHARE PREMIUM RESERVE 

TTS Marine ASA had equity of NOK 840.2 million as of 31 December 2007, NOK 611.6 

million of which represented the share premium reserve. 

The company has NOK 34.5 million distributable equity (after proposed dividend of 

NOK1.25 per share for the accounting year 2007) as of 31 December 2007. This mean 

that the company has limited flexibility later years with regard to the payment of 

dividends or the transfer of assets between the companies in the group as part of 

financing the group’s common activities. The board wishes to achieve flexibility by 

reducing parts of the share premium reserve by means of a transfer to other reserves. 

In the opinion of the board, a reduction of the share premium reserve does not entail 

any risk. The assets that are currently allocated to the share premium reserve are 

under the company’s control and a transfer in itself does not entail any reduction of the 

company’s balance sheet, even though these funds are transferred to other reserves. 

How the funds will subsequently be utilized will be subject to an independent 

evaluation in the same manner as other decisions made by the company’s board and 

general meeting. 

Board’s proposal: 

The Board proposes that the general meeting approve a reduction of the share premium 

reserve in TTS Marine ASA by NOK 500,000,000 pursuant to Section 3-2, second 

paragraph, no. 4 of the Norwegian Public Limited Companies Act. The amount of the 

reduction will be allocated in its entirety to other reserves. 

This decision will be reported to the Register of Business Enterprises immediately after the 

general meeting. The Board has the authority to implement any necessary measures for 

registration of the reduction of capital with the Register of Business Enterprises. 

Documentation: 

A copy of the most recent annual accounts, annual report and auditor's report are 

available at the company’s offices. No events have taken place after the date of the 

most recent balance sheet that are of significance to the company. 


APPENDIX 6 

ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS 

In connection with TTS Marine ASA’s Annual General Meeting 22 May 2008, the 

nominating committee unanimously proposes as follows: 

In accordance with TTS Marine ASA’s Articles of Association the Board of Directors 

shall consist of three to eight members. The Board of Directors currently has 6 

members; 4 representatives are elected by shareholders. Shareholder-elected 

members are individually elected for a period of two years. 

Based on a request from the company’s major shareholder of two places on the Board, 

the nominating committee has considered it appropriate to accommodate this request 

in its recommendation, but has at the same time based its recommendation on 

extending the number of shareholder-elected members from four to five members. This 

circumstance means that the nominating committee’s recommendation is not strictly 

based on which board members were up for election at the Annual General Meeting of 

2008. 

Nils O. Aardal, Chairman of the Board, is not up for election. 

The nominating committee would like to call particular attention to the fact that Anne 

Breive is a board member of the Skeie Drilling & Production ASA, which is owned 49 

percent by the Skeie Group AS, 5 percent by Keppel Offshore Ltd. and 49 percent by 

other investors. The nominating committee has been notified by both Breive and the 

company’s major shareholder that she is to be regarded as an independent board 

member in relation to the company’s major shareholder. 

The nominating committee recommends that Anne Breive is re-elected for two-year 

period. Furthermore, the nominating committee recommends that Kjerstin Fyllingen, 

Birger Skeie and Bjarne Skeie are elected for a two-year period. 

The Board of Directors appoints its own chairman. 

CVs for shareholder-elected members of the Board of Directors are enclosed, and are 

included as a part of the nominating committee’s recommendation. 

Nils O. Aardal (not up for election) 

Aardal (60) with a background in economics studies, Aardal has over 30 years’ 

experience of the shipping and offshore industry through managerial and board 

positions with Jo Tankers and Odfjell Drilling. He has also held many posts as a 

director within banking, marine insurance and interest organisations. Today, Nils O. 

Aardal is a working director of the ship-owning companies that are used by Jo Tankers, 

and he also holds board -positions within the marine industry. As of April 2008, Nils O. 

Aardal owns 75 000 shares in TTS Marine ASA. He has no options in the company. 

Aardal has been a member of the TTS Marine ASA board since 1999 and chairman 

from 2006. He is a Norwegian citizen. 


Anne Breive (re- election) 

Breive (42) is corporate director / CFO of Løvenskjold Vækerø AS. She has a Bachelor 

of Commerce degree from the Norwegian School of Management (BI) and an MBA 

degree from Glasgow University. During the period 1994-2005, she held various 

managerial positions in the Norske Skog group, including that of Vice President 

Corporate Funding and Vice President Corporate Controlling. Breive was CFO of 

Statnet from 2005-2008. Breive has been on the Board since 2005. She has no shares 

or options in the company. Breive is a Norwegian citizen. 

Kjersti Fyllingen (new) 

Fyllingen (50) is corporate director of TrygVesta, Private & Commercial Norway. She 

holds a Diploma in Economics and an MSc in Leadership, both from the Norwegian 

School of Management BI. Fyllingen previously worked for Vital Forsikring, where she 

held various managerial positions in charge of the business segments Public Sector, 

Customer Service Private, as well as Customer Service Private & Commercial. 

Fyllingen has furthermore held various managerial positions in DnB within the areas of 

IT and Economics. She has been head of Infodoc International and held various 

positions within Economics in DnV. Fyllingen has no shares or options in TTS Marine 

ASA. She is a Norwegian citizen. 

Birger Skeie (new) 

Skeie (56) has a background in economics studies and more than 30 years’ experience 

from development and management of companies within the shipping, rig, offshore and 

equipment industries. He held various positions in Mosvold Shipping AS (1974-1981) 

and Norwegian Rig Consultants AS (1981-1986). Skeie was with the Skeie Group in 

(1986-1990), first as financial director, then later as executive vise president. He was in 

Skeie Shipping & Offshore (1990-1992), then in Hydralift (1992-2006) first as financial 

director, then as managing director from 1997. Hydralift saw a tremendous organic 

growth through acquisitions and was sold to National Oilwell in the autumn of 2002. In 

2002, the company was the major shareholder of TTS Marine ASA (39.1 percent). 

Skeie was a member of the Board of Directors of TTS Marine ASA in the period 2002- 

2004. Skeie started as managing director of Skeie Technology AS in 2006, and was 

seconded as managing director of Skeie Drilling & Production ASA in 2007. He has no 

shares or options in TTS Marine ASA. Skeie is a Norwegian citizen. 

Bjarne Skeie (new) 

Skeie (62) has an engineering background and is known as an entrepreneur, industrial 

developer and investor in the rig, offshore and equipment industries. This includes the 

founding of Maritime Hydraulics AS (1970), as well as acquisitions and restructuring of 

a number of companies that were merged and listed on the Oslo Stock Exchange as 

Skeie Group (1986/87). He undertook further establishments and acquisitions of new 

companies, on of which was Hydralift (1990), a company that saw tremendous organic 

growth through acquisitions. Hydralift was sold to National Oilwell in the autumn of 

2002, at the time the major shareholder of TTS Marine ASA (39.1 percent). Skeie was 

Chairman of the Board of TTS Marine ASA in the period 2002-2003. He founded 

Sinvest in 2002, which was sold in 2006. In 2006, Skeie Drilling & Productions was 

established, and in 2007, Skeie energy was established. As of April 2008, Skeie 

Technology AS owned 3 406 917 shares (13.2 percent) in TTS Marine ASA. Bjarne 

Skeie owns 20 percent of all the shares and 100 percent of the A-class voting shares in 

Skeie Technology AS. He holds no options in TTS Marine ASA. Skeie is a Norwegian 

citizen. 


ÅPPENDIX 7 

ELECTION OF MEMBERS TO THE NOMINATION COMMITTEE 

The board proposes as follows: 

Name Status Position 

Harald Espedal Re-election Man. Dir., Skagenfondene 

Bjørn Sjaastad Re-election Man. Dir., Frontline Management 

Bjørn Olafsson Not up for election Man. Dir., Frende Liv AS 

The Nomination Committee elects its own chairman. 


Notice of attendance at the general meeting of TTS Marine ASA 

The board request that those who wish to participate at the general meeting kindly 

contact Berit Sæther Baldersheim by noon on Wednesday 21 May 2008, by e-mail at 

bsb@tts-marine.no or phone at + 47 55 94 74 00, fax at + 47 55 94 74 01. 

Attendance/attendance slip 

At TTS Marine ASA’s general meeting on 22 May 2008, 

Owner: 

(Name in block letters) (Date) 

casts the following number of votes: 

1. As owner of _______________ shares 

2. By proxy for owners of _______________ shares 

________________________ _______________________________ 

Signature Name in block letters 

13.003-TTSMA051.DOC 14 

2008 

Authority 

If you do not have the opportunity to attend the annual general meeting in person, you 

may grant someone the authority to vote for you. If you do not have the opportunity to 

attend and do not authorize anyone, you may send the authorization to the company 

without appointing a proxy. The company will then add the name of the Chairman of 

the Board or President and CEO before the general meeting is held. The authorization 

must be received by TTS Marine ASA, Att.: Berit Sæther Baldersheim, P.O. Box 32, N- 

5847 Bergen, by noon on Wednesday, 21 May 2008. 

Owner: 

(Name in block letters) 

As the owner of _________ shares in TTS Marine ASA, I hereby grant: 

(Name in block letters) (Date) 

2008 

the authority to attend and vote on my/our behalf at the general meeting of TTS Marine 

ASA on 22 May 2008 

_______________________ _______________________________ 

Signature Name in block letters

To the shareholders of TTS Marine ASA NOTICE ... - TTS Group ASA

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